Item 8.01 Other Events.
On November 28, 2022 Accelerate Acquisition Corp. (the "Company") filed a
definitive proxy statement relating to a special meeting of shareholders to
approve (i) amendments to the Company's Amended and Restated Certificate of
Incorporation (the "Charter Amendment Proposals") and (ii), an amendment to the
Investment Management Trust Agreement, dated March 17, 2021, by and between the
Company and Continental Stock Transfer & Trust Company, as trustee (the "Trust
Amendment Proposal" and together with the Charter Amendment Proposal, the
"Proposals"), which would, if implemented, allow the Company to redeem all of
its outstanding shares of Class A common stock, par value $0.0001 per share (the
"Public Shares") in advance of the Company's contractual expiration date of
March 22, 2023 by changing the date by which the Company must cease all
operations except for the purpose of winding up if it fails to consummate a
merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination (a "Business Combination") from
March 22, 2023 to December 15, 2022 (the "Early Termination Date"). In
connection with the approval of the Charter Amendment Proposals, the holders of
Public Shares may elect to redeem all or a portion of their Public Shares in
exchange for their pro rata portion of the funds held in the trust account (the
"Voluntary Redemption"). The Company expects to complete the Voluntary
Redemption on or around the Early Termination Date if shareholders approve the
Proposals.
If the Proposals are approved, the Company will redeem all remaining Public
Shares not redeemed in the Voluntary Redemption not more than ten business days
after the Early Termination Date. Additionally, the last day of trading of the
Public Shares will be December 15, 2022, if shareholders approve the Proposals.
The virtual special meeting will be held on Tuesday, December 15, 2022, at 9:30
a.m. Eastern Time, and the record date for the meeting is the close of business
(New York time) on November 25, 2022.
Forward-Looking Statements
This Current Report on Form 8-K includes certain forward-looking statements.
These forward-looking statements involve many risks and uncertainties that could
cause actual results to differ materially from those expressed or implied by
such statements, including, without limitation, the receipt of the requisite
stockholder approval to effect this proposed transaction. These forward-looking
statements speak only as of the date of the foregoing communication, and the
Company expressly disclaims any obligation or undertaking to disseminate any
updates or revisions to any forward-looking statement contained herein to
reflect any change in its expectations with regard thereto or any change in
events, conditions or circumstances on which any such statement is based. Please
refer to the publicly filed documents of the Company, including its most recent
Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, for risks and
uncertainties related to the Company's business which may affect the statements
made in this communication.
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